EDMONTON, ALBERTA -- (Marketwired) -- 01/12/16 -- OneSoft Solutions Inc. (the "Company" or "OneSoft") (TSX VENTURE: OSS), a North American developer of cloud-based business solutions, is pleased to announce that, subject to regulatory approval, the Corporation intends to complete an offering of up to 13,333,333 units ("Units") at a price of $0.075 per Unit for gross proceeds of up to $1,000,000 by way of a private placement (the "Private Placement"). Each Unit is comprised of one (1) common share ("Common Share") and one (1) Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one (1) additional Common Share at a price of $0.15 per Common Share for a period of twenty-four (24) months following the date of closing. After four months and one day following the closing date, the Company will have the right to accelerate the expiry date of the Warrants if the closing price of the Company's common shares is equal to or exceeds $0.50 for twenty (20) consecutive trading days ("Price Trigger"). In the event of an acceleration, the expiry date of the Warrants will be accelerated to a date that is thirty (30) days after the Company issues a news release announcing that it has elected to exercise the acceleration right, or thirty (30) days after the date that written notice of acceleration has been given to the warrantholder. Thereafter, no further notification will be made by the Company to the subscriber. Notwithstanding satisfaction of the Price Trigger, the board of directors of the Company, in their sole discretion, may elect not to accelerate the expiry date of the Warrant and will issue a press release or written notice to the warrantholder to that effect.
The Company intends to use the proceeds from the Private Placement to fund new product development associated with the Microsoft Ventures Accelerator project that was announced earlier today in connection with its wholly-owned subsidiary, OneBridge Solutions Inc., and for general working capital.
Certain insiders of the Company may acquire Units under the Private Placement. Any such participation would constitute a "related party transaction" within the meaning of Policy 5.9 of the TSX Venture Exchange which incorporates Multilateral Instrument 61-101 ("MI 61-101"). Such participation is exempt from the valuation and minority shareholder approval requirements of MI 61-101 based on the fact the Company is not listed on a specified market and the fair market value of the Private Placement is not more than $2,500,000.
ON BEHALF OF THE BOARD OF DIRECTORS
ONESOFT SOLUTIONS INC.
Douglas Thomson, Chair
About OneSoft Solutions Inc.
OneSoft Solutions Inc. has developed software technology and products that have capability to transition legacy, on-premise licensed software applications to operate on the Microsoft Cloud, in conjunction with Office 365, CRM Online and Microsoft Azure. OneSoft's business strategy is to seek opportunities to convert legacy business software applications that are historically cumbersome to deploy and costly to operate, to a more cost efficient subscription based business model utilizing the Microsoft Cloud and be accessible by any online capable device. Visit www.onesoft.ca for more information.
About OneBridge Solutions Inc.
OneSoft's wholly owned subsidiary, OneBridge, is in process of developing revolutionary new applications for the oil and gas pipeline industry. OneBridge utilizes a single geo-spatial database that accommodates pipe-centric structured and unstructured big data, with capability to address all of the functions that pipeline operators require to manage, operate and maintain their pipelines. OneBridge solutions, which are deployed as SaaS applications on Microsoft's Azure platform, address public awareness and regulatory requirements, and utilize new Machine Learning and Data Science components of Microsoft Cloud technology to address integrity management and risk assessment. Visit www.onebridgesolutions.com for more information.
This news release contains forward-looking statements relating to the future operations and profitability of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects", "believe", "will", "intends", "plans" and similar expressions. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.
In respect of the forward-looking information and statements the Company has placed reliance on certain assumptions that it believes are reasonable at this time, including expectations and assumptions concerning, among other things: interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; the success of growth projects; future operating costs; that counterparties to material agreements will continue to perform in a timely manner; that there are no unforeseen events preventing the performance of contracts; and that there are no unforeseen material development or other costs related to current growth projects or current operations. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Since forward-looking information addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the industries in which the Company operates in general such as: costs and expenses; interest rate and exchange rate fluctuations; competition; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws.
Readers are cautioned that the foregoing list of factors is not exhaustive. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities law.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities within the United States. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act or other laws.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
OneSoft Solutions Inc.